As filed with the Securities and Exchange Commission on October 10, 2000
Registration No. 333-46736
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Comcast Cable Communications, Inc. Delaware 23-2175755
(Exact Name of Registrant (State or Other (I.R.S. Employer
as Specified in its Charter) Jurisdiction of Identification No.)
Incorporation or
Organization)
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Comcast Cable Communications, Inc. William E. Dordelman
1500 Market Street 1500 Market Street
Philadelphia, Pennsylvania 19102 Philadelphia, Pennsylvania 19102
(215) 665-1700 (215) 665-1700
(Address, including zip code, and (Name, address, including zip
telephone number, including area code, and telephone number,
code, of Registrant's principal including area code, agent for
executive offices) service)
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Copies to:
Richard A. Drucker
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective. If the only
securities being registered on this form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities being offered only in connection with dividend or
interest reinvestment plans, please check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_| __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. |_| __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
EXPLANATORY NOTE
The purpose of this Amendment No. 1 is to file the Exhibits to the
Registration Statement as set forth below in Item 16 of Part II.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
The estimated expenses payable in connection with the offering described in this
Registration Statement (other than underwriting discounts and commissions) are
set forth below. All amounts shown are estimates, except the SEC registration
fee.
SEC registration fee............................................. $ 1,056,000
Printing and engraving expenses.................................. 100,000
Accounting fees and expenses..................................... 25,000
Legal fees and expenses.......................................... 100,000
Miscellaneous.................................................... 19,000
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Total......................................................... $ 1,300,000
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ITEM 15. Indemnification of Directors and Officers
The Company is a corporation organized under the General Corporation Law of
the State of Delaware.
Subsection (a) of Section 145 of the General Corporation Law of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, employee or agent of the corporation or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification may be made
in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability but in view of all the
circumstances of the case such person is fairly and reasonably entitled to
indemnify for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (a) or (b) or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification or advancement of expenses provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and empowers the corporation to purchase
and maintain insurance on behalf of a director, officer, employee or agent of
the corporation against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
Section 7-1 of the Company's By-Laws provides that the Company will
indemnify any director or officer of the Company or any director or officer who
is or was serving at the request of the Company as a director, officer, employee
or agent of another Company, partnership, joint venture, trust or other
enterprise (any such person is hereinafter referred to as a "director or
officer") against expenses (including, but not limited to, attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by such director or officer, to the fullest extent now or hereafter
permitted by law in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), brought or threatened to be brought against such director or
officer by reason of the fact that he or she is or was serving in any such
capacity or in any other capacity on behalf of the Company, its parent or any of
its subsidiaries.
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Section 7-2 of the Company's By-Laws provides that expenses incurred by any
director or officer in defending a Proceeding will be paid by the Company in
advance of the final disposition of such Proceeding as authorized by the Board
of Directors in the specific case upon receipt of an undertaking, by or on
behalf of such director or officer, to repay such amount without interest if it
is ultimately determined that he or she is not entitled to be indemnified by the
Company as authorized by law.
Section 7-4 of the Company's By-Laws provides that the Company may purchase
and maintain insurance on behalf of any person who is or was a director or
officer of the Company against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the Company would have the power to indemnify him or her
against such liability under law.
ITEM 16. Exhibits
1.1* Form of Underwriting Agreement.
4.1 Senior Debt Securities Indenture dated as of May 1, 1997, between
Comcast Cable Communications, Inc. and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.1(a) to the
Registration Statement on Form S-4 of the Company (File No.
333-30745)).
4.2 Form of Subordinated Debt Securities Indenture (incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form S-3
of the Company (File No. 333-66649)).
4.3** Form of Senior Debt Security.
4.4* Form of Subordinated Debt Security.
4.5 Form of Debt Unit Agreement (incorporated by reference to Exhibit
4.16 to the Registration Statement on Form S-3 of the Company
(File No. 333-66649)).
4.6 Form of Debt Warrant Agreement for Warrants Sold Alone
(incorporated by reference to Exhibit 4.17 to the Registration
Statement on Form S-3 of the Company (File No. 333-66649)).
4.7 Form of Debt Warrant for Warrants Sold Alone (included in Exhibit
4.6).
4.8 Form of Debt Warrant Agreement for Warrants Sold Attached to Debt
Securities (incorporated by reference to Exhibit 4.19 to the
Registration Statement on Form S-3 of the Company (File No. 333-
66649)).
4.9 Form of Debt Warrant for Warrants Sold Attached to Debt Securities
(included in Exhibit 4.8).
5.1 Opinion of Davis Polk & Wardwell.
12.1** Statement re: Computation of Ratios of Earnings to Fixed
Charges.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
24.1** Powers of Attorney.
25.1** Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the Trustee under the Senior Debt Securities
Indenture.
25.2* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the Trustee under the Subordinated Debt
Securities Indenture.
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* To be filed with subsequent Current Report on Form 8-K.
** Previously filed with this Registration Statement.
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<PAGE>
ITEM 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act"); (ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement; (iii) To include any material
information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement:
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Companies
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by them is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
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(e) The undersigned Registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Comcast Cable
Communications, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia and State of
Pennsylvania on October 10, 2000.
COMCAST CABLE COMMUNICATIONS, INC.
By: /s/ William E. Dordelman
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Name: William E. Dordelman
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
Signature Title Date
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<S> <C> <C>
* Chairman October 10, 2000
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Ralph J. Roberts
* Vice Chairman October 10, 2000
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Julian A. Brodsky
Vice Chairman; Director (Principal
* Executive Officer) October 10, 2000
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Brian L. Roberts
* Executive Vice President; Director October 10, 2000
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Lawrence S. Smith
Executive Vice President and Treasurer
* (Principal Financial Officer) October 10, 2000
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John R. Alchin
Executive Vice President and Secretary;
* Director October 10, 2000
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Stanley L. Wang
Senior Vice President (Principal
* Accounting Officer) October 10, 2000
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Lawrence J. Salva
*By: /s/ Arthur R. Block Senior Vice President
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Arthur R. Block
Attorney in fact
</TABLE>
<PAGE>
EXHIBIT INDEX
1.1* Form of Underwriting Agreement.
4.1 Senior Debt Securities Indenture dated as of May 1, 1997, between
Comcast Cable Communications, Inc. and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.1(a) to the
Registration Statement on Form S-4 of the Company (File No.
333-30745)).
4.2 Form of Subordinated Debt Securities Indenture (incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form S-3
of the Company (File No. 333-66649)).
4.3** Form of Senior Debt Security.
4.4* Form of Subordinated Debt Security.
4.5 Form of Debt Unit Agreement (incorporated by reference to Exhibit
4.16 to the Registration Statement on Form S-3 of the Company
(File No. 333-66649)).
4.6 Form of Debt Warrant Agreement for Warrants Sold Alone
(incorporated by reference to Exhibit 4.17 to the Registration
Statement on Form S-3 of the Company (File No. 333-66649)).
4.7 Form of Debt Warrant for Warrants Sold Alone (included in Exhibit
4.6).
4.8 Form of Debt Warrant Agreement for Warrants Sold Attached to Debt
Securities (incorporated by reference to Exhibit 4.19 to the
Registration Statement on Form S-3 of the Company (File No. 333-
66649)).
4.9 Form of Debt Warrant for Warrants Sold Attached to Debt Securities
(included in Exhibit 4.8).
5.1 Opinion of Davis Polk & Wardwell.
12.1** Statement re: Computation of Ratios of Earnings to Fixed
Charges.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
24.1** Powers of Attorney.
25.1** Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the Trustee under the Senior Debt Securities
Indenture.
25.2* Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of the Trustee under the Subordinated Debt
Securities Indenture.
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* To be filed with subsequent Current Report on Form 8-K.
** Previously filed with this Registration Statement.
